What happens if a licence transfer fee is due before I even know if the sale will close?

This mismatch between a regulator's own application timeline and your deal's uncertainty is a genuine practical problem, since licensing bodies generally process applications on their own schedule and often require fees upfront regardless of whether the underlying transaction ultimately closes. If a fee is due before you have certainty the sale will proceed, you're often left choosing between paying it and risking it if the deal falls through, or delaying the application and risking a closing delay if the sale does proceed.

How this risk gets allocated between buyer and seller is a negotiating point for your purchase agreement — whether the buyer fronts the fee as part of pursuing their own licence application, whether it's treated as a reimbursable cost contingent on closing, or whether the fee is simply treated as a cost either party bears if the deal doesn't close, similar to other pre-closing due diligence costs.

Because this kind of timing mismatch is common and easy to overlook, address who pays and what happens if the deal falls through directly in your agreement. A Treadstone business lawyer can help allocate this risk clearly.